GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
2. Overview of Regulatory Field 2.1 Acquiring a Company Greek M&A transactions may be structured as either share deals or asset deals depending on the investment appetite of the parties involved as well as the particularities of each specific investment opportunity. Besides the “cherry-picking” transfer of assets, a buyer may opt also for a business transfer, ie, the acquisition of a stand-alone economic unit or the seller’s business as a whole. The practical con - sequences are: (a) the different tax treatment; (b) application of the provisions of Presidential Decree 178/2002, which has transposed EU Directive 98/50/EC (known as Transfer of Under - takings (Protection of Employment), or TUPE), by virtue of which all personnel associated with the business or business unit (as the case may be) are entitled to continue their employment with the acquirer under the same terms; and (c) application of the mandatory provisions of Arti - cle 479 of the Greek Civil Code, which provide for liability of the acquirer jointly with the seller in respect of debts of the transferred business, but up to the amount of the value of the said business. Furthermore, pursuant to Law 4601/2019 on corporate transformations, the acquisition of a company may be concluded as a merger, demerger or spin-off which benefits from the universal succession of the business undergo - ing corporate transformation by the transferee by operation of law. 2.2 Primary Regulators In terms of regulatory bodies, in principle, busi - ness combinations meeting the jurisdictional thresholds prescribed by Law 3959/2011 on protection of free competition must be notified
Finally, the Greek transactional landscape also witnessed a rise in the use of warranty and indemnity insurance products in 2024 as deal makers, whether on the sell side or buy side, remained in search of deal certainty and appro -
priate risk allocation. 1.3 Key Industries
Recently introduced in the M&A arena, the Greek education sector is one of the key industries that have been significantly influenced during the past 12 months. Although Greek private educa - tion had been traditionally out of reach for M&A deal makers, the tide turned in 2024 with the long-awaited interest of foreign investors cul - minating in some of the most notable deals in Greece targeting private schools, but also pri - vate universities and colleges. Always present in the Greek M&A market, the energy sector has traditionally witnessed sig - nificant M&A activity, including during the past 12 months. Transactions targeting renewable energy sources, especially regarding wind and solar farms, are now at the top of the list of many deal makers who are prioritising their ESG objec - tives and underpinning their commitment to the transition to a green era. Investments in hospitality and leisure transac - tions also contributed to the higher deal flow pace in 2024, while innovation and AI opportu - nities have continually been on the radar of stra - tegic M&A players. Private equity and venture capital funds, both local and foreign, have also been particularly active in this sector, while more traditional companies are also on the lookout for opportunities to buy or invest in technology.
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